Boilermakers Local 154 Retirement Fund v. Chevron Corp.

Chevron's (defendant) certificate of incorporation authorized its board to adopt bylaws without a stockholder vote. Facing litigation in multiple forums, the board adopted bylaws requiring internal-affairs litigation to be brought in Delaware. Chevron stockholders (plaintiffs) sued, arguing the bylaws were statutorily and contractually invalid because forum selection concerns a matter external to the corporation.

Whether forum-selection bylaws adopted by a board pursuant to the certificate of incorporation, without a stockholder vote, are facially invalid.